CHAPTER 120

FORMERLY

SENATE BILL NO. 106

AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE (Two-thirds of all members elected to each house thereof concurring therein):

Section 1. Amend Section 102(a)(1), Title 8, Delaware Code, by deleting the word and after the number "$10,000,000" and inserting in lieu thereof a comma, and by inserting at the end of that subparagraph, after the word "title" and before the semi-colon, the following:

"and (iii) shall not contain the word "bank", or any variation thereof, except for the name of a bank reporting to and under the supervision of the State Bank Commissioner of this State, or a subsidiary of a bank or savings association (as those terms are defined in the Federal Deposit Insurance Act, as amended, at 12. U.S.C. §1813), or a corporation regulated under the Bank Holding Company Act of 1956, as amended, 12 U.S.C. § 1841 et seq., or the Home Owners' Loan Act, as amended, 12 U.S.C. § 1461 et seq., provided, however, that this section shall not be construed to prevent the use of the word "bane, or any variation thereof, in a context clearly not purporting to refer to a banking business or otherwise likely to mislead the public about the nature of the business of the corporation or to lead to a pattern and practice of abuse that might cause harm to the interests of the public or the State as determined by the Division of Corporations in the Department of State".

Section 2. Amend Section 132(a), Title 8, Delaware Code, by deleting "either an individual resident in this State whose business office is identical with the corporation's registered office, or a domestic corporation (which may be itself), or a foreign corporation authorized to transact business in this State, having a business office identical with such registered office" and substituting in lieu thereof "any of (i) the corporation itself, (ii) an individual resident in this State, (iii) a domestic corporation (other than the corporation itself) or (iv) a foreign corporation authorized to transact business in this State, in each case, having a business office identical with the office of such registered agent which generally is open during normal business hours to accept service of process and otherwise perform the functions of a registered agent."

Section 3. Amend Section 145(a), Title 8, Delaware Code, by deleting the word "he" where it appears and in each instance substituting in lieu thereof the words "such person", by deleting the word "him" and substituting in lieu thereof the words such person", and by deleting the word "his" where it appears and in each instance substituting in lieu thereof the words "such person's".

Section 4. Amend Section 145(b), Title 8, Delaware Code, by deleting the word "he" where it appears and in each instance substituting in lieu thereof the words such person", and by deleting the word "him" and substituting in lieu thereof the words "such person".

Section 5. Amend Section 145(c), Title 8, Delaware Code, by adding the words "present or former" immediately before the word "director", deleting the words ", officer, employee or agent" and substituting in lieu thereof the words "or office'', deleting the word "he" and substituting in lieu thereof the words "such person", and deleting the word "him" and substituting in lieu thereof the words "such person’s".

Section 6. Amend Section 145(d), Title 8, Delaware Code, by adding the words "present or former" immediately after the words "upon a determination that indemnification of the" in the first sentence thereof, deleting the word "he" and substituting in lieu thereof the words "such person", adding the words ", with respect to a person who is a director or officer at the time of such determination," immediately after the words Such determination shall be made in the second sentence thereof, by inserting the words or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum," immediately after the words "less than a quorum," in the second sentence thereof, and by renumbering subparts (2) and (3) of the second sentence thereof as subparts (3) and (4), respectively.

Section 7. Amend Section 145(e), Title 8, Delaware Code, by deleting the word "he" and substituting in lieu thereof the words such person", inserting the words "former directors and officers or immediately before the words "other employees and agents" in the second sentence thereof, and deleting the words "board of directors" from that sentence and substituting in lieu thereof the word "corporation".

Section 8. Amend Section 145(f), Title 8, Delaware Code, by deleting the word his and substituting in lieu thereof the words "such person's".

Section 9. Amend Section 145(g), Title 8, Delaware Code, by deleting the word "him" where it appears and in each instance substituting in lieu thereof the words such person", and by deleting the word his and substituting in lieu thereof the words such person's".

Section 10. Amend Section 145(h), Title 8, Delaware Code, by deleting the word "he and substituting in lieu thereof the words such person".

Section 11. Amend Section 145(i), Title 8, Delaware Code, by deleting the word he and substituting in lieu thereof the words such person".

Section 12. Amend Section 211(6), Title 8, Delaware Code, by deleting the first word of the first sentence thereof and inserting in lieu thereof the words "Unless directors are elected by written consent in lieu of an annual meeting as permitted by this subsection, an", and by inserting the following after the conclusion of the first sentence:

"Stockholders may, unless the certificate of incorporation otherwise provides, act by written consent to elect directors; provided, however, that, if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action."

Section 13. Amend Section 211(c), Title 8, Delaware Code, by inserting after the word "therefor" in the second sentence the words or action by written consent to elect directors in lieu of an annual meeting has not been taken,"; deleting the word "thereafter" in the second sentence; inserting after the word as in the second sentence the word "is"; inserting after the word "meeting" in the third sentence the words or to take action by written consent to elect directors in lieu of an annual meeting"; deleting the word "therefor" in the third sentence and substituting the words for the annual meeting"; inserting after the words "13 months after the in the third sentence the words "latest to occur of the"; deleting after the word "corporation" in the third sentence the words or after" and substituting a comma; and inserting after the word "meeting' in the third sentence the words or the last action by written consent to elect directors in lieu of an annual meeting'.

Section 14. Amend Section 254(e), Title 8, Delaware Code, by adding to the first sentence the word "252(d)," immediately after the word "251(0,".

Section 15. Amend Section 262(6)(2)6, Title 8, Delaware Code, by adding the parenthetical phrase "(or depository receipts in respect thereof)" immediately following the words "which shares of stock".

Section 16. Amend Section 277, Title 8, Delaware Code, by inserting, "including all franchise taxes due or which would be due or assessable for the entire calendar month during which the dissolution or merger becomes effective", immediately following the word "State."

Section 17. Amend Section 281(a), Chapter I, Title 8, Delaware Code, by substituting the word "assets" for the word "funds" in each place where the word "funds" appears in Section 281(a).

Section 18. Amend Section 281(b), Chapter 1, Title 8, Delaware Code, by substituting the word "assets.' for the word "funds" in each place where the word "funds" appears in Section 281(b).

Section 19. Amend Section 377(b), Title 8, Delaware Code, by deleting subsection (b) in its entirety and inserting in lieu thereof the following:

"(b) Any individual or corporation designated by a foreign corporation as its registered agent for service of process may resign by filing with the Secretary of State a signed statement that the registered agent is unwilling to continue to act as the registered agent of the corporation for service of process, including in the statement the post-office address of the main or headquarters office of the foreign corporation; but such resignation shall not become effective until 30 days after the statement is filed. The statement shall be acknowledged by the registered agent and shall contain a representation that written notice of resignation was given to the corporation at least 30 days prior to the filing of the statement by mailing or delivering such notice to the corporation at its address given in the statement."

Section 20. Amend Section 390, Title 8, Delaware Code, by deleting the word "and" in the title of the Section and substituting in lieu thereof the word "or".

Section 21. Amend Section 390(a), Title 8, Delaware Code, by adding the words "or domesticate or continue in immediately after the words "may transfer to".

Section 22. Amend Section 390(b), Title 8, Delaware Code, by adding the words "or domesticate or continue in" immediately after the words "desires to transfer to" in the first sentence thereof, adding the words or continuance" immediately after the words "resolution approving such transfer in the first sentence thereof, adding the words "to which the corporation shall be transferred or" immediately after the words "specifying the jurisdiction" in the first sentence thereof, adding the words "or domestication or continuance immediately after the words "recommending the approval of such transfer" in the first sentence thereof, and adding the words "if its existence as a corporation of this State is to cease, or a certificate of continuance if its existence as a corporation of this State is to continue" immediately after the words "Secretary of State a certificate of transfer" in the fifth sentence thereof.

Section 23. Amend Section 390(b)(3), Title 8, Delaware Code, by eliminating the words "will transfer" and adding the words "shall be transferred" immediately after the words "jurisdiction to which the corporation" and by eliminating the word "will" and adding the word "shall" immediately after the words "in which it".

Section 24. Amend Section 390(b)(4), Title 8, Delaware Code, by adding the words "or domestication or continuance" immediately after the words That the transfer".

Section 25. Amend Section 390(6)(5), Title 8, Delaware Code, by deleting the first word thereof and substituting in lieu thereof the words "In the case of a certificate of transfer, (i) that the existence of the corporation as a corporation of this State shall cease when the certificate of transfer becomes effective, and (ii) the".

Section 26. Amend Section 390(b), Title 8, Delaware Code, by adding a new subsection (6) to read as follows:

"(6) In the case of a certificate of continuance, that the corporation will continue to exist as a corporation of this State after the certificate of continuance becomes effective."

Section 27. Amend Section 390(c), Title 8, Delaware Code, by deleting the words "compliance by the corporation" and substituting in lieu thereof the words "the filing of a certificate of transfer in accordance", and by adding the words "at the time the certificate of transfer becomes effective in accordance with §103 of this title at the end of the first sentence thereof.

Section 28. Amend Section 390(d), Title 8, Delaware Code, by adding the words and the resulting cessation of its existence as a corporation of this State pursuant to a certificate of transfer" immediately after the words out of this State.

Section 29. Amend Section 390, Title 8, Delaware Code, by adding a new subsection (e) to read as follows:

"(e) If a corporation files a certificate of continuance, after the time the certificate of continuance becomes effective the corporation shall continue to exist as a corporation of this State, and the law of the State of Delaware, including the provisions of this title, shall apply to the corporation, to the same extent as prior to such time."

Section 30. Amend Section 391(a)(23), Title 8, Delaware Code, by adding the words "mail or hand delivery," after the word "telephone."

Section 31. Amend Section 39 t(a)(24), Title 8, Delaware Code, by adding the words "or a certificate of continuance" immediately after the words "certificate of transfer.

Section 32. This Act shall be effective on July 1, 1997, except that Section 5 of this Act shall become effective with respect to indemnification of expenses (including attorneys' fees) for acts or omissions occurring on or after July 1, 1997.

Approved June 30, 1997